UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: |
811-4980 |
TCW Strategic Income Fund, Inc.
(Exact name of registrant as specified in charter) |
865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017 | ||
(Address of principal executive offices) |
Philip K. Holl, Esq.
Secretary
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
(Name and address of agent for service) |
Registrants telephone number, including area code: (213) 244-0000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2009
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Report to Stockholders. Attached hereto. |
1
TCW Strategic Income Fund, Inc.
2009 Semi-Annual Report
TCW Strategic Income Fund, Inc.
Table of Contents
1 | ||
3 | ||
15 | ||
16 | ||
17 | ||
18 | ||
19 | ||
20 | ||
27 | ||
Proxy Voting Guidelines and Availability of Quarterly Portfolio Schedule |
28 | |
29 |
|
Dear Shareholder:
We are pleased to present the 2009 semi-annual report of the TCW Strategic Income Fund, Inc. (TSI or the Fund). TSI is a multi-asset class closed-end fund managed by TCW Investment Management Company. The Funds current distribution policy is to pay at least 7% annually based on previous year-end net asset value (NAV). During the first half of 2009, two dividends of $0.0635 per share per quarter were paid out. The dividends were paid entirely from income earned by the Fund through June 30, 2009. The return of the Funds NAV during the first half of 2009 was 13.6% (with dividends invested). However, the overall price had a return of 22.3% for the six months ended June 30, 2009. The NAV discount to market price narrowed from 15.7% at the end of 2008 to 9.5% at June 30, 2009. The custom index for the Fund, a blend of equity and fixed income indices, was up 11.21% during the first six months of 2009.
TSIs underlying asset allocation includes a mix of fixed income and equity securities. The Funds largest allocation to the Mortgage-Backed Securities (MBS) sector increased slightly from 89.4% at the end of 2008 to 91.9% at June 30, 2009. The MBS, Asset-Backed Securities (ABS) and Convertible Securities sectors had strong performance. The Collateralized Debt Obligation (CDO) holdings in the Fund remained a negligible amount of the overall portfolio.
The following table summarizes the performance of the five principal market sectors of the Fund during the first half of 2009:
Fund Sector |
Market Value | Fund Allocation |
Fund Sector Returns (Gross of Fees) Six Months Ended June 30, 2009 |
||||||
Mortgage-Backed Securities |
$ | 225,334,206 | 91.91 | % | 11.74 | % | |||
Convertible Securities |
12,758,251 | 5.20 | % | 16.31 | % | ||||
Collateralized Debt Obligations |
856,307 | 0.35 | % | -51.76 | % | ||||
Common Stocks |
5,963,891 | 2.44 | % | 6.13 | % | ||||
Asset-Backed Securities |
245,315 | 0.10 | % | 56.44 | % | ||||
Total |
$ | 245,157,970 | 100.00 | % | |||||
The above portfolio composition was a result of the following:
| Allocation to MBS increased slightly from approximately 89.4% to a 91.9% due to relative market action. This allocation is composed of MBS securities with high initial credit ratings, including those backed by mortgages securitized by Government Sponsored Enterprises (GSEs) as well as by private label issuers. Some securities have characteristics that differ from traditional pass-through MBS, including their liquidity and sensitivity to rate changes. These securities include inverse floaters and interest-only securities. The non-GSE-backed MBS securities have greater exposure to credit risk, although TCW has purchased these with a view to capturing deep pricing discounts to ultimate recovery values, even assuming harsh losses to the underlying loan pools. Non-agency MBS holdings have minimal underlying exposure to riskier borrowers (FICO score less than 650) and are senior in the capital structure. |
| Allocation to the ABS and CDO sectors decreased due to write downs from losses the securities experienced during the six months ended June 30, 2009. The positive performance of the ABS |
1
The Presidents Letter (Continued) |
sector was due to interest payments on the securities written down. Neither sector had much contribution, positively or negatively, to the overall performance of the Fund. |
| The Funds small allocation to equities outperformed the S&P 500 index during the first half of the year. |
| The Fund started the year with $58.1 million in leverage and had $58.6 million on June 30, 2009. This cost of borrowing increased slightly on March 1 from 75 basis points to 100 basis points over the Federal Funds rate. During 2009, the Fund continued to use the leverage to invest primarily in MBS. The Fund as of today is still benefiting from positive cash-flow carry on those positions. |
In summary, the Funds heavy allocation to MBS was the primary generator of the strong performance for the first half of 2009.
Investors should be aware that TSI has additional information accessible via TCWs web site, http://www.tcw.com. Investors should periodically access it. Jeffrey Gundlach, the portfolio manager of the Fund, held a conference call for TSI investors in January 2009 to discuss Fund performance and market observations. The one hour call attracted numerous participants and has been posted on the TSI website.
The next annual meeting of shareholders of TSI will be held at the Los Angeles Marriott Downtown Hotel, 333 South Figueroa Street, Los Angeles, CA 90017 on Tuesday, September 15, 2009 at 9:00 A.M., Pacific Daylight Time, to consider and vote on the following matters:
| Election of eight directors to hold office until the next annual meeting of shareholders or until their successors have been duly elected and qualified; |
| Conversion of TSI to an open-end investment company pursuant its Articles of Incorporation, and adoption of an amendment and restatement of the Articles of Incorporation to effectuate the proposal; and |
| Such other matters that may properly come before the annual meeting and any adjournments or postponements thereof. |
On behalf of the Board and everyone at TCW, I would like to thank you for your continued support.
Sincerely,
Ronald R. Redell
President and Chief Executive Officer
2
TCW Strategic Income Fund, Inc.
June 30, 2009 |
See accompanying notes to financial statements.
3
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Principal Amount |
Fixed Income Securities | Value | |||||
Collateralized Debt Obligations (Continued) |
|||||||
$ | 1,074,392 | Fortius Funding, Ltd., (06-2-AE), (144A), 0%, due 02/03/42 (Cost $955,559 (9), Acquired 11/06/2006) (1)(2)(3)(4)(5) |
$ | | |||
1,000 | (7) | Fortius I Funding, Ltd., (144A), 0%, due 07/12/41 (Cost $970,000 (9), Acquired 03/13/2006) (1)(2)(3)(4)(5)(6) |
| ||||
2,000,000 | Galaxy CLO, Ltd., (06-6I), 0%, due 06/13/18 (1)(5)(6)(8) |
20,000 | |||||
2,000,000 | Galaxy CLO, Ltd., (06-7A), (144A), 0%, due 10/13/18 (Cost $1,900,000 (9), Acquired 08/04/2006) (1)(3)(4)(5)(6) |
20,000 | |||||
2,000,000 | LCM CDO, LP, (5I), 0%, due 03/21/19 (1)(5)(6)(8) |
100,000 | |||||
1,500 | (7) | Mantoloking CDO, Ltd., (144A), 0%, due 09/28/46 (Cost $1,417,500 (9), Acquired 11/21/2006) (1)(2)(3)(4)(5)(6)(8) |
150 | ||||
487,728 | Mantoloking CDO, Ltd., (06-1A-E), (144A), 0%, due 08/28/46 (Cost $487,728 (9), Acquired 11/21/2006) (1)(2)(3)(4)(5)(8) |
49 | |||||
3,500,000 | Octagon Investment Partners X, Ltd., (06-10A), (144A), 0%, due 10/18/20 (Cost $3,325,000 (9), Acquired 08/10/2006) (1)(3)(4)(5)(6) |
87,500 | |||||
3,000,000 | Prospect Park CDO, Ltd., (06-1I), 0%, due 07/15/20 (1)(5)(6)(8) |
90,000 | |||||
1,750,000 | (7) | Vertical CDO, Ltd., (06-1), (144A), 0%, due 04/22/46 (Cost $1,697,500 (9), Acquired 05/16/2006) (1)(2)(3)(4)(5)(6)(8) |
8,750 | ||||
2,000,000 | Vertical CDO, Ltd., (06-2A), (144A), 0%, due 05/09/46 (Cost $1,860,000 (9), Acquired 05/19/2006) (1)(2)(3)(4)(5)(6)(8) |
| |||||
2,312,583 | Vertical CDO, Ltd., (06-2A-C), (144A), 0%, due 05/09/46 (Cost $2,171,422 (9), Acquired 05/19/2006) (1)(2)(3)(4)(5)(8) |
| |||||
1,000,000 | (7) | Whitehorse III, Ltd., (144A), 0%, due 05/01/18 (Cost $900,000 (9), Acquired 02/22/2007) (1)(2)(3)(4)(5)(6) |
| ||||
Total Collateralized Debt Obligations (Cost: $856,307) |
856,307 | ||||||
Collateralized Mortgage Obligations (118.4%) |
|||||||
5,250,000 | Adjustable Rate Mortgage Trust, (05-11-2A3), 5.309%, due 02/25/36 (2) |
2,516,162 | |||||
2,951,990 | Adjustable Rate Mortgage Trust, (05-4-6A22), 5.289%, due 08/25/35 (2) |
1,021,487 | |||||
3,905,544 | American Home Mortgage Assets, (05-2-2A1A), 5.449%, due 01/25/36 (2) |
2,131,251 | |||||
3,708,063 | Banc of America Funding Corp., (07-6-A2), 0.594%, due 07/25/37 (2) |
1,987,887 | |||||
3,064,719 | Bear Stearns Alternative Loan Trust, (04-8-1A), 0.664%, due 09/25/34 (2) |
1,777,941 | |||||
2,457,823 | Bear Stearns Alternative Loan Trust, (06-2-22A1), 5.854%, due 03/25/36 (2) |
1,212,965 | |||||
2,168,301 | Bear Stearns Asset-Backed Securities Trust, (06-IM1-A1), 0.544%, due 04/25/36 (2) |
741,358 | |||||
3,500,000 | Citi Mortgage Alternative Loan Trust, (06-A3-1A7), 6%, due 07/25/36 |
2,219,693 | |||||
4,443,082 | Citigroup Mortgage Loan Trust, Inc., (05-8-1A1A), 5.308%, due 10/25/35 |
2,822,597 | |||||
2,644,980 | Citigroup Mortgage Loan Trust, Inc., (06-AR6-1A1), 6.057%, due 08/25/36 (2) |
1,842,034 | |||||
3,133,787 | Countrywide Alternative Loan Trust, (06-15CB-A1), 6.5%, due 06/25/36 |
1,715,830 | |||||
3,000,000 | Countrywide Alternative Loan Trust, (07-11T1-A21), 6%, due 05/25/37 |
1,702,678 | |||||
4,000,000 | Countrywide Alternative Loan Trust, (07-12T1-A5), 6%, due 06/25/37 |
2,223,548 | |||||
3,158,384 | Countrywide Alternative Loan Trust, (07-18CB-2A25), 6%, due 08/25/37 |
2,001,626 | |||||
1,788,904 | Countrywide Alternative Loan Trust, (07-19-1A34), 6%, due 08/25/37 |
856,989 | |||||
3,000,000 | Countrywide Alternative Loan Trust, (07-19-1A4), 6%, due 08/25/37 |
1,499,869 | |||||
2,703,309 | Countrywide Alternative Loan Trust, (07-9T1-2A3), 6%, due 05/25/37 |
1,384,391 |
See accompanying notes to financial statements.
4
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Principal Amount |
Fixed Income Securities | Value | ||||
Collateralized Mortgage Obligations (Continued) |
||||||
Private Mortgage-Backed Securities (Continued) |
||||||
$ | 2,554,054 | Countrywide Alternative Loan Trust, (08-2R-3A1), 6%, due 08/25/37 |
$ | 1,559,209 | ||
4,640,000 | Countrywide Asset-Backed Certificates, (06-15-A6), 5.826%, due 10/25/46 |
2,665,359 | ||||
2,272,965 | Countrywide Home Loans, (04-HYB4-B1), 4.389%, due 09/20/34 (2) |
807,744 | ||||
184,973,414 | Countrywide Home Loans, (06-14-X), 0.345%, due 09/25/36 (I/O)(2) |
1,521,388 | ||||
226,699,388 | Countrywide Home Loans, (06-15-X), 0.39%, due 10/25/36 (I/O)(2) |
2,170,307 | ||||
4,385,924 | Countrywide Home Loans, (06-HYB2-1A1), 5.284%, due 04/20/36 (2) |
2,295,489 | ||||
3,900,000 | Countrywide Home Loans, (07-J2-2A6), 6%, due 07/25/37 |
1,623,634 | ||||
3,635,579 | Credit Suisse First Boston Mortgage Securities Corp., (05-12-1A1), 6.5%, due 01/25/36 |
2,144,915 | ||||
34,933,610 | Credit Suisse Mortgage Capital Certificates, (06-9-7A2), 6.236%, due 11/25/36 (I/O)(I/F)(2) |
3,247,739 | ||||
2,469,125 | Credit Suisse Mortgage Capital Certificates, (07-5-DB1), 7.067%, due 08/25/37 (2) |
174,349 | ||||
3,018,455 | Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, (06-AR6-A6), 0.504%, due 02/25/37 (2) |
1,398,643 | ||||
643,364 | GSAA Home Equity Trust, (06-19-A1), 0.404%, due 12/25/36 (2) |
314,598 | ||||
2,437,401 | GSC Capital Corp. Mortgage Trust, (06-2-A1), 0.494%, due 05/25/36 (2) |
906,403 | ||||
6,816,727 | GSR Mortgage Loan Trust, (03-7F-1A4), 5.25%, due 06/25/33 |
4,181,348 | ||||
676,331 | GSR Mortgage Loan Trust, (04-3F-2A10), 17.012%, due 02/25/34 (I/F)(2) |
699,304 | ||||
2,035,847 | GSR Mortgage Loan Trust, (05-AR3-6A1), 5.028%, due 05/25/35 (2) |
1,247,860 | ||||
3,906,726 | GSR Mortgage Loan Trust, (06-1F-1A5), 28.799%, due 02/25/36 (I/F)(TAC)(2) |
4,659,132 | ||||
4,148,170 | JP Morgan Alternative Loan Trust, (07-A1-2A1), 5.925%, due 03/25/37 (2) |
2,225,822 | ||||
4,000,000 | JP Morgan Mortgage Trust, (05-A8-2A3), 4.945%, due 11/25/35 (2) |
2,514,321 | ||||
4,186,105 | JP Morgan Mortgage Trust, (07-S2-1A1), 5%, due 06/25/37 |
2,635,114 | ||||
3,876,572 | Lehman XS Trust, (07-14H-A211), 0.574%, due 07/25/47 (2) |
2,088,964 | ||||
3,514,578 | MASTR Alternative Loans Trust, (07-HF1-4A1), 7%, due 10/25/47 |
2,041,932 | ||||
2,214,227 | Merrill Lynch Mortgage Backed Securities Trust, (07-2-1A1), 5.8%, due 08/25/36 (2) |
1,249,330 | ||||
3,779,090 | Morgan Stanley Mortgage Loan Trust, (06-2-6A), 6.5%, due 02/25/36 |
2,328,522 | ||||
3,536,695 | Morgan Stanley Mortgage Loan Trust, (07-13-6A1), 6%, due 10/25/37 |
2,093,092 | ||||
3,000,951 | Morgan Stanley Mortgage Loan Trust, (07-14AR-6A1), 6.302%, due 11/25/37 (2) |
1,701,322 | ||||
3,220,567 | Morgan Stanley Mortgage Loan Trust, (07-15AR-4A1), 6.544%, due 11/25/37 (2) |
1,848,887 | ||||
8,209,630 | Nomura Asset Acceptance Corp., (06-AR1-1A), 5.614%, due 02/25/36 (2) |
3,418,020 | ||||
2,000,000 | Nomura Asset Acceptance Corp., (07-1-1A2), 5.669%, due 03/25/47 (2) |
721,434 | ||||
2,500,000 | Novastar Home Equity Loan, (04-2-M4), 1.514%, due 09/25/34 (2) |
1,525,612 | ||||
3,104,504 | Prime Mortgage Trust, (06-DR1-2A1), (144A), 5.5%, due 05/25/35 (3) |
2,218,507 | ||||
2,416,900 | Residential Accredit Loans, Inc., (05-QA7-M1), 5.361%, due 07/25/35 (2) |
147,351 | ||||
3,004,912 | Residential Accredit Loans, Inc., (06-QS1-A3), 5.75%, due 01/25/36 (PAC) |
1,979,234 | ||||
5,000,000 | Residential Accredit Loans, Inc., (06-QS8-A3), 6%, due 08/25/36 |
2,603,910 | ||||
2,591,141 | Residential Accredit Loans, Inc., (07-QS6-A62), 5.5%, due 04/25/37 (TAC) |
1,585,159 | ||||
2,779,000 | Residential Asset Securitization Trust, (05-A8CB-A3), 5.5%, due 07/25/35 |
1,662,289 | ||||
2,750,000 | Residential Asset Securitization Trust, (07-A2-1A1), 6%, due 04/25/37 |
1,124,441 |
See accompanying notes to financial statements.
5
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Principal Amount |
Fixed Income Securities | Value | ||||
Collateralized Mortgage Obligations (Continued) |
||||||
Private Mortgage-Backed Securities (Continued) |
||||||
$ | 11,947,206 | Residential Asset Securitization Trust, (07-A5-AX), 6%, due 05/25/37 (I/O)(2) |
$ | 2,052,530 | ||
249,904,728 | Residential Funding Mortgage Securities, (06-S9-AV), |
1,518,521 | ||||
5,000,000 | Soundview Home Equity Loan Trust, (06-WF1-A3), 5.589%, due 10/25/36 |
2,447,429 | ||||
3,037,042 | Structured Adjustable Rate Mortgage Loan Trust, (05-20-1A1), 5.884%, due 10/25/35 (2) |
1,835,824 | ||||
3,404,628 | Structured Adjustable Rate Mortgage Loan Trust, (05-23-3A1), 6.108%, due 01/25/36 (2) |
1,931,697 | ||||
2,572,876 | Structured Adjustable Rate Mortgage Loan Trust, (06-3-4A), 6%, due 04/25/36 |
1,400,629 | ||||
1,872,381 | Structured Adjustable Rate Mortgage Loan Trust, (07-9-2A1), 5.949%, due 10/25/47 (2) |
952,755 | ||||
1,256,774 | Terwin Mortgage Trust, (06-17HE-A2A), (144A), 0.394%, due 01/25/38 (2)(3) |
911,601 | ||||
4,217,081 | Washington Mutual Alternative Mortgage Pass-Through Certificates, (05-7-3CB), 6.5%, due 08/25/35 |
2,570,819 | ||||
4,172,044 | Washington Mutual Mortgage Pass-Through Certificates, (07-HY6-2A1), 5.674%, due 06/25/37 (2) |
2,664,681 | ||||
1,901,707 | Wells Fargo Mortgage Backed Securities Trust, (06-11-A8), 6%, due 09/25/36 |
1,454,359 | ||||
2,813,618 | Wells Fargo Mortgage Backed Securities Trust, (06-AR10-5A1), 5.594%, due 07/25/36 (2) |
2,011,557 | ||||
4,500,000 | Wells Fargo Mortgage Backed Securities Trust, (07-8-2A10), |
2,827,344 | ||||
3,046,009 | Wells Fargo Mortgage Backed Securities Trust, (07-AR3-A4), 6.06%, due 04/25/37 |
2,184,446 | ||||
Total Private Mortgage-Backed Securities |
125,753,182 | |||||
3,963,965 | Federal Home Loan Mortgage Corp., (2654-CO), |
1,830,448 | ||||
3,258,000 | Federal Home Loan Mortgage Corp., (2684-SN), |
3,533,413 | ||||
5,688,598 | Federal Home Loan Mortgage Corp., (2691-CO), |
3,825,765 | ||||
1,950,546 | Federal Home Loan Mortgage Corp., (2870-EO), |
1,423,714 | ||||
2,683,672 | Federal Home Loan Mortgage Corp., (2937-SW), |
2,716,992 | ||||
832,360 | Federal Home Loan Mortgage Corp., (2950-GS), |
785,452 | ||||
2,943,247 | Federal Home Loan Mortgage Corp., (2951-NS), |
2,559,087 | ||||
917,836 | Federal Home Loan Mortgage Corp., (2962-GT), |
943,262 |
See accompanying notes to financial statements.
6
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Principal Amount |
Fixed Income Securities | Value | ||||
Collateralized Mortgage Obligations (Continued) |
||||||
U.S. Government Agency Obligations (Continued) |
||||||
$ | 986,666 | Federal Home Loan Mortgage Corp., (2990-JK), 20.727%, due 03/15/35 (I/F)(2) |
$ | 1,012,569 | ||
2,721,344 | Federal Home Loan Mortgage Corp., (3000-SR), |
2,812,486 | ||||
2,242,315 | Federal Home Loan Mortgage Corp., (3014-SJ), 10.765%, due 08/15/35 (I/F)(2) |
2,024,802 | ||||
1,607,354 | Federal Home Loan Mortgage Corp., (3019-SQ), 33.697%, due 06/15/35 (I/F)(2) |
1,764,869 | ||||
1,715,416 | Federal Home Loan Mortgage Corp., (3035-TP), |
1,685,501 | ||||
3,226,609 | Federal Home Loan Mortgage Corp., (3063-JS), 27.283%, due 11/15/35 (I/F)(2) |
3,591,028 | ||||
488,136 | Federal Home Loan Mortgage Corp., (3076-ZQ), |
484,963 | ||||
2,605,421 | Federal Home Loan Mortgage Corp., (3077-ZW), |
2,627,437 | ||||
1,286,531 | Federal Home Loan Mortgage Corp., (3092-CS), |
1,316,330 | ||||
1,339,475 | Federal Home Loan Mortgage Corp., (3092-LO), |
1,100,733 | ||||
2,120,352 | Federal Home Loan Mortgage Corp., (3092-OL), |
1,535,854 | ||||
22,199,571 | Federal Home Loan Mortgage Corp., (3122-SG), |
1,467,851 | ||||
2,311,911 | Federal Home Loan Mortgage Corp., (3128-OJ), |
2,024,247 | ||||
1,621,756 | Federal Home Loan Mortgage Corp., (3146-SB), |
1,669,874 | ||||
583,297 | Federal Home Loan Mortgage Corp., (3153-NK), |
603,549 | ||||
1,354,758 | Federal Home Loan Mortgage Corp., (3161-SA), |
1,383,055 | ||||
3,350,677 | Federal Home Loan Mortgage Corp., (3185-SA), |
3,049,542 | ||||
1,037,153 | Federal Home Loan Mortgage Corp., (3186-SB), |
1,047,590 | ||||
22,888,566 | Federal Home Loan Mortgage Corp., (3323-SA), |
2,095,794 | ||||
1,288,589 | Federal Home Loan Mortgage Corp., (3330-SB), |
1,314,785 | ||||
2,571,507 | Federal Home Loan Mortgage Corp., (3349-SD), |
2,595,329 | ||||
1,145,005 | Federal Home Loan Mortgage Corp., (3457-PO), |
965,359 | ||||
7,842,485 | Federal Home Loan Mortgage Corp., (3459-JS), |
616,238 |
See accompanying notes to financial statements.
7
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Principal Amount |
Fixed Income Securities | Value | ||||
Collateralized Mortgage Obligations (Continued) |
||||||
U.S. Government Agency Obligations (Continued) |
||||||
$ | 3,641,658 | Federal National Mortgage Association, (05-1-GZ), |
$ | 3,568,862 | ||
3,704,674 | Federal National Mortgage Association, (05-13-JS), |
3,452,229 | ||||
1,637,920 | Federal National Mortgage Association, (05-44-TS), |
1,665,699 | ||||
1,828,614 | Federal National Mortgage Association, (05-62-BO), 0%, due 07/25/35 (P/O)(5) |
1,499,738 | ||||
1,891,728 | Federal National Mortgage Association, (05-69-HO), 0%, due 08/25/35 (P/O)(5) |
1,705,092 | ||||
624,854 | Federal National Mortgage Association, (05-87-ZQ), |
624,632 | ||||
1,040,130 | Federal National Mortgage Association, (05-92-DT), |
931,157 | ||||
404,644 | Federal National Mortgage Association, (06-14-SP), |
403,047 | ||||
827,626 | Federal National Mortgage Association, (06-15-LO), 0%, due 03/25/36 (P/O)(5) |
680,814 | ||||
3,175,533 | Federal National Mortgage Association, (06-45-SP), |
3,242,489 | ||||
1,530,839 | Federal National Mortgage Association, (06-57-SA), |
1,572,392 | ||||
1,817,053 | Federal National Mortgage Association, (06-67-DS), |
1,755,796 | ||||
25,394,975 | Federal National Mortgage Association, (07-48-SD), |
1,844,826 | ||||
19,006,985 | Federal National Mortgage Association, (07-53-SG), |
1,618,489 | ||||
1,979,554 | Federal National Mortgage Association, (07-58-SL), |
1,923,324 | ||||
12,939,031 | Federal National Mortgage Association, (08-86-SH), |
951,014 | ||||
5,240,850 | Government National Mortgage Association, (05-45-DK), |
5,223,219 | ||||
33,731,275 | Government National Mortgage Association, (06-35-SA), |
2,476,287 | ||||
60,965,489 | Government National Mortgage Association, (06-61-SA), |
3,344,213 | ||||
30,945,721 | Government National Mortgage Association, (08-53-TS), |
1,936,887 | ||||
39,039,751 | Government National Mortgage Association, (08-58-TS), |
2,752,900 | ||||
Total U.S. Government Agency Obligations |
99,581,024 | |||||
Total Collateralized Mortgage Obligations (Cost: $214,837,232) |
225,334,206 | |||||
Total Fixed Income Securities (Cost: $ 230,156,542) (119.0%) |
226,435,828 | |||||
See accompanying notes to financial statements.
8
TCW Strategic Income Fund, Inc.
June 30, 2009 |
See accompanying notes to financial statements.
9
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Number of Shares |
Convertible Securities | Value | |||
Convertible Preferred Stocks (2.3%) |
|||||
Commercial Services (0.1%) |
|||||
10,940 | United Rentals Trust I, $3.25 |
$ | 207,860 | ||
Electric Utilities (0.4%) |
|||||
16,500 | AES Corp., $3.375 |
705,045 | |||
Financial Services (0.1%) |
|||||
2,724 | Vale Capital, Ltd., Series A, $2.75 |
100,107 | |||
1,612 | Vale Capital, Ltd., Series B, $2.75 |
60,450 | |||
Total Financial Services |
160,557 | ||||
Food Products (0.1%) |
|||||
5,900 | Archer-Daniels-Midland Co., $3.125 |
215,291 | |||
Insurance (0.3%) |
|||||
13,105 | Reinsurance Group of America, Inc., $2.875 |
623,307 | |||
Media (0.2%) |
|||||
800 | Interpublic Group of Cos., Inc., (144A), $52.50 (3) |
414,200 | |||
Oil, Gas & Consumable Fuels (0.3%) |
|||||
8,445 | Chesapeake Energy Corp., $4.50 |
540,480 | |||
Pharmaceuticals (0.1%) |
|||||
330 | Mylan, Inc., $65.00 |
284,262 | |||
Road & Rail (0.3%) |
|||||
660 | Kansas City Southern, $51.25 |
496,815 | |||
Transportation (0.4%) |
|||||
17,850 | Bristow Group, Inc. $2.75 |
726,316 | |||
Total Convertible Preferred Stocks (Cost: $6,138,518) |
4,374,133 | ||||
Total Convertible Securities (Cost: $ 14,780,266) (6.7%) |
12,758,251 | ||||
Common Stock | |||||
Aerospace & Defense (0.0%) |
|||||
2,240 | Honeywell International, Inc. |
70,336 | |||
Capital Markets (0.1%) |
|||||
1,120 | Ameriprise Financial, Inc. |
27,182 | |||
6,050 | Blackstone Group, LP (The) |
63,767 | |||
1,490 | Invesco, Ltd. |
26,552 | |||
Total Capital Markets |
117,501 | ||||
Chemicals (0.1%) |
|||||
5,310 | Du Pont (E.I.) de Nemours & Co. |
136,042 | |||
See accompanying notes to financial statements.
10
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Number of Shares |
Common Stock | Value | |||
Commercial Services & Supplies (0.0%) |
|||||
2,750 | Waste Management, Inc. |
$ | 77,440 | ||
Communications Equipment (0.1%) |
|||||
13,210 | Motorola, Inc. |
87,582 | |||
Computers & Peripherals (0.2%) |
|||||
4,850 | Dell, Inc. (6) |
66,590 | |||
1,580 | Hewlett-Packard Co. |
61,067 | |||
1,850 | International Business Machines Corp. |
193,177 | |||
Total Computers & Peripherals |
320,834 | ||||
Consumer Finance (0.0%) |
|||||
1,280 | American Express Co. |
29,747 | |||
Containers & Packaging (0.1%) |
|||||
7,990 | Packaging Corp. of America |
129,438 | |||
Diversified Consumer Services (0.0%) |
|||||
2,960 | H&R Block, Inc. |
51,001 | |||
Diversified Financial Services (0.1%) |
|||||
5,600 | JPMorgan Chase & Co. |
191,016 | |||
2,110 | NYSE Euronext |
57,497 | |||
Total Diversified Financial Services |
248,513 | ||||
Diversified Telecommunication Services (0.2%) |
|||||
5,500 | AT&T, Inc. |
136,620 | |||
33,720 | Qwest Communications International, Inc. |
139,938 | |||
8,707 | Windstream Corp. |
72,791 | |||
Total Diversified Telecommunication Services |
349,349 | ||||
Electric Utilities (0.5%) |
|||||
3,860 | American Electric Power Co., Inc. |
111,515 | |||
10,622 | Entergy Corp. |
823,418 | |||
Total Electric Utilities |
934,933 | ||||
Electronic Equipment, Instruments & Components (0.1%) |
|||||
6,380 | Tyco Electronics, Ltd. |
118,604 | |||
Energy Equipment & Services (0.0%) |
|||||
1,700 | Baker Hughes, Inc. |
61,948 | |||
Food & Staples Retailing (0.1%) |
|||||
2,550 | CVS Caremark Corp. |
81,269 | |||
Food Products (0.1%) |
|||||
400 | Kellogg Co. |
18,628 | |||
5,860 | Kraft Foods, Inc., Class A |
148,492 | |||
10,380 | Sara Lee Corp. |
101,309 | |||
Total Food Products |
268,429 | ||||
See accompanying notes to financial statements.
11
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Number of Shares |
Common Stock | Value | |||
Health Care Equipment & Supplies (0.0%) |
|||||
6,570 | Boston Scientific Corp. (6) |
$ | 66,620 | ||
Health Care Providers & Services (0.0%) |
|||||
12,600 | Tenet Healthcare Corp. (6) |
35,532 | |||
Household Durables (0.1%) |
|||||
8,428 | Lennar Corp., Class A |
81,667 | |||
Household Products (0.1%) |
|||||
3,150 | Kimberly-Clark Corp. |
165,155 | |||
Industrial Conglomerates (0.1%) |
|||||
6,530 | General Electric Co. |
76,532 | |||
3,980 | Tyco International, Ltd. |
103,400 | |||
Total Industrial Conglomerates |
179,932 | ||||
Insurance (0.1%) |
|||||
4,030 | Travelers Cos., Inc. (The) |
165,391 | |||
Leisure Equipment & Products (0.1%) |
|||||
6,690 | Mattel, Inc. |
107,375 | |||
Life Sciences Tools & Services (0.0%) |
|||||
610 | Thermo Fisher Scientific, Inc. (6) |
24,870 | |||
Media (0.1%) |
|||||
5,620 | Comcast Corp., Class A |
81,434 | |||
9,680 | Regal Entertainment Group, Class A |
128,647 | |||
1,726 | Time Warner, Inc. |
43,478 | |||
Total Media |
253,559 | ||||
Metals & Mining (0.0%) |
|||||
2,210 | United States Steel Corp. |
78,985 | |||
Oil, Gas & Consumable Fuels (0.3%) |
|||||
1,400 | Anadarko Petroleum Corp. |
63,546 | |||
1,080 | BP PLC (SP ADR) |
51,494 | |||
2,700 | Chevron Corp. |
178,875 | |||
1,050 | Devon Energy Corp. |
57,225 | |||
3,120 | Marathon Oil Corp. |
94,006 | |||
2,820 | Valero Energy Corp. |
47,630 | |||
Total Oil, Gas & Consumable Fuels |
492,776 | ||||
Paper & Forest Products (0.1%) |
|||||
2,980 | Avery Dennison Corp. |
76,526 | |||
5,670 | MeadWestvaco Corp. |
93,045 | |||
Total Paper & Forest Products |
169,571 | ||||
See accompanying notes to financial statements.
12
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Number of Shares |
Common Stock | Value | |||
Personal Products (0.0%) |
|||||
1,870 | Estee Lauder Cos., Inc. (The), Class A |
$ | 61,093 | ||
Pharmaceuticals (0.2%) |
|||||
4,800 | Bristol-Myers Squibb Co. |
97,488 | |||
9,440 | Pfizer, Inc. |
141,600 | |||
4,070 | Watson Pharmaceuticals, Inc. (6) |
137,118 | |||
Total Pharmaceuticals |
376,206 | ||||
Real Estate Investment Trusts (REITs) (0.0%) |
|||||
2,280 | Annaly Capital Management, Inc. |
34,519 | |||
Road & Rail (0.0%) |
|||||
300 | CSX Corp. |
10,389 | |||
Semiconductors & Semiconductor Equipment (0.1%) |
|||||
1,860 | Analog Devices, Inc. |
46,091 | |||
6,660 | Intel Corp. |
110,223 | |||
2,560 | KLA-Tencor Corp. |
64,640 | |||
931 | LSI Corp. (6) |
4,245 | |||
Total Semiconductors & Semiconductor Equipment |
225,199 | ||||
Software (0.0%) |
|||||
3,290 | CA, Inc. |
57,345 | |||
Specialty Retail (0.1%) |
|||||
7,160 | Gap, Inc. (The) |
117,424 | |||
4,500 | Home Depot, Inc. (The) |
106,335 | |||
Total Specialty Retail |
223,759 | ||||
Thrifts & Mortgage Finance (0.0%) |
|||||
6,640 | New York Community Bancorp, Inc. |
70,982 | |||
Total Common Stock (Cost: $ 7,424,769) (3.1%) |
5,963,891 | ||||
See accompanying notes to financial statements.
13
TCW Strategic Income Fund, Inc.
Schedule of Investments (Unaudited) (Continued) |
Principal Amount |
Short-Term Investments (3.7%) | Value | |||||
$ | 7,026,548 | Repurchase Agreement, State Street Bank & Trust Company, 0.01%, due 07/01/09 (collateralized by $7,170,000, U.S. Treasury Bill, 0.18%, due 08/20/09, valued at $7,168,566) (Total Amount to be Received Upon Repurchase $7,026,549) |
$ | 7,026,548 | |||
Total Short-Term Investments (Cost: $7,026,548) |
7,026,548 | ||||||
Total Investments (cost $259,388,125) (132.5%) |
252,184,518 | ||||||
Liabilities in Excess of Other Assets ( 32.5%) |
(61,839,082 | ) | |||||
Net Assets (100.0%) |
$ | 190,345,436 | |||||
Notes to Schedule of Investments:
(1) | Illiquid security. |
(2) | Floating or variable rate security. The interest shown reflects the rate in effect at June 30, 2009. |
(3) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2009, the value of these securities amounted to $7,023,467 or 3.7% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Funds Board of Directors. |
(4) | Restricted security (Note 7). |
(5) | As of June 30, 2009, security is not accruing interest. |
(6) | Non-income producing security. |
(7) | Represents number of preferred shares. |
(8) | Fair valued security (Note 1). |
(9) | Represents original acquisition cost prior to recognition of impairment in security. |
CDO - | Collateralized Debt Obligation. |
CLO - | Collateralized Loan Obligation. |
I/F - | Inverse Floating rate security whose interest rate moves in the opposite direction of prevailing interest rates. |
I/O - | Interest Only Security. |
PAC - | Planned Amortization Class. |
P/O - | Principal Only Security. |
SP ADR - | Sponsored American Depositary Receipt. Shares of a foreign based corporation held in U.S. banks that are issued with the cooperation of the company whose stock underlie the ADR and entitles the shareholder to all dividends, capital gains and voting rights. |
TAC - | Target Amortization Class. |
See accompanying notes to financial statements.
14
TCW Strategic Income Fund, Inc.
June 30, 2009 |
See accompanying notes to financial statements.
15
TCW Strategic Income Fund, Inc.
June 30, 2009 |
ASSETS: |
||||
Investments, at Value (Cost: $259,388,125) |
$ | 252,184,518 | ||
Cash |
6 | |||
Receivable for Securities Sold |
39,960 | |||
Interest and Dividends Receivable |
2,207,145 | |||
Total Assets |
254,431,629 | |||
LIABILITIES: |
||||
Payables for Borrowings |
58,600,000 | |||
Distributions Payable |
3,023,234 | |||
Payables for Securities Purchased |
2,042,128 | |||
Interest Payable on Borrowings |
187,719 | |||
Accrued Investment Advisory Fees |
122,659 | |||
Accrued Other Expenses |
82,462 | |||
Accrued Directors Fees and Expenses |
26,916 | |||
Accrued Compliance Expense |
1,075 | |||
Total Liabilities |
64,086,193 | |||
NET ASSETS |
$ | 190,345,436 | ||
NET ASSETS CONSIST OF: |
||||
Common Stock, par value $0.01 per share (75,000,000 shares authorized, |
$ | 476,100 | ||
Paid-in capital |
293,480,932 | |||
Accumulated Net Realized Loss on Investments |
(106,438,709 | ) | ||
Undistributed Net Investment Income |
10,030,720 | |||
Net Unrealized Depreciation on Investments |
(7,203,607 | ) | ||
NET ASSETS |
$ | 190,345,436 | ||
NET ASSET VALUE PER SHARE |
$ | 4.00 | ||
MARKET PRICE PER SHARE |
$ | 3.62 | ||
See accompanying notes to financial statements.
16
TCW Strategic Income Fund, Inc.
Six Months Ended June 30, 2009 |
INVESTMENT INCOME: |
||||
Income |
||||
Interest |
$ | 21,413,663 | ||
Dividends (net of foreign withholding of taxes of $8) |
458,377 | |||
Total Investment Income |
21,872,040 | |||
Expenses |
||||
Investment Advisory Fees |
711,248 | |||
Interest Expense |
333,308 | |||
Audit and Tax Service Fees |
49,589 | |||
Directors Fees and Expenses |
42,470 | |||
Proxy Expense |
39,238 | |||
Legal Fees |
39,020 | |||
Printing and Distribution Costs |
28,176 | |||
Transfer Agent Fees |
27,176 | |||
Listing Fees |
21,957 | |||
Administration Fees |
18,046 | |||
Miscellaneous |
17,585 | |||
Custodian Fees |
16,442 | |||
Compliance Expense |
15,124 | |||
Accounting Fees |
13,476 | |||
Insurance Expense |
5,729 | |||
Total Expenses |
1,378,584 | |||
Net Investment Income |
20,493,456 | |||
NET REALIZED LOSS AND CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS: |
||||
Net Realized Loss on Investments |
(12,430,688 | ) | ||
Change in Unrealized Appreciation on Investments |
14,920,831 | |||
Net Realized Loss and Changes in Unrealized Appreciation on Investments |
2,490,143 | |||
INCREASE IN NET ASSETS FROM OPERATIONS |
$ | 22,983,599 | ||
See accompanying notes to financial statements.
17
TCW Strategic Income Fund, Inc.
Statements of Changes in Net Assets
Six Months Ended June 30, 2009 (Unaudited) |
Year Ended December 31, 2008 |
|||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||
OPERATIONS: |
||||||||
Net Investment Income |
$ | 20,493,456 | $ | 24,964,219 | ||||
Net Realized Loss on Investments |
(12,430,688 | ) | (53,669,239 | ) | ||||
Change in Unrealized Appreciation on Investments |
14,920,831 | 16,903,425 | ||||||
Increase (Decrease) in Net Assets Resulting from Operations |
22,983,599 | (11,801,595 | ) | |||||
DISTRIBUTIONS TO SHAREHOLDERS: |
||||||||
From Net Investment Income |
(6,046,468 | ) | (18,091,795 | ) | ||||
Total Increase (Decrease) in Net Assets |
16,937,131 | (29,893,390 | ) | |||||
NET ASSETS: |
||||||||
Beginning of Period |
173,408,305 | 203,301,695 | ||||||
End of Period |
$ | 190,345,436 | $ | 173,408,305 | ||||
Undistributed (Distributions in Excess of) Net Investment Income |
$ | 10,030,720 | $ | (4,416,268 | ) |
See accompanying notes to financial statements.
18
TCW Strategic Income Fund, Inc.
Six Months Ended June 30, 2009 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||
Net Increase in Net Assets From Operations |
$ | 22,983,599 | ||
Adjustments to Reconcile Net Increase in Net Assets Resulting |
||||
Investments Purchased |
(56,370,555 | ) | ||
Investments Sold |
36,370,423 | |||
Net Decrease in Short-Term Investments |
9,909,844 | |||
Net Amortization/Accretion of Premium/(Discount) |
(61,977 | ) | ||
Increase in Interest and Dividends Receivable |
(324,240 | ) | ||
Increase in Accrued Directors Fees and Expenses |
3,971 | |||
Increase in Accrued Compliance Expense |
568 | |||
Increase in Accrued Investment Advisory Fees |
2,311 | |||
Decrease in Interest Payable on Borrowings |
(2,717 | ) | ||
Decrease in Other Accrued Expenses |
(118,297 | ) | ||
Realized and Unrealized (Gain)/Loss on Investments |
(2,490,143 | ) | ||
Net Cash Provided by Operating Activities |
9,902,787 | |||
CASH FLOWS USED IN FINANCING ACTIVITIES: |
||||
Distributions to Shareholders |
(10,402,781 | ) | ||
Increase in Borrowings |
500,000 | |||
Net Cash Used in Financing Activities |
(9,902,781 | ) | ||
Net Change in Cash |
6 | |||
Cash at Beginning of Period |
| |||
Cash at End of Period |
$ | 6 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||
Interest paid during the year |
$ | 336,025 | ||
See accompanying notes to financial statements.
19
TCW Strategic Income Fund, Inc.
Notes to Financial Statements (Unaudited)
Note 1 Significant Accounting Policies:
TCW Strategic Income Fund, Inc. (the Fund) was incorporated in Maryland on January 13, 1987 as a diversified, closed-end investment management company and is registered under the Investment Company Act of 1940, as amended and is traded on the New York Stock Exchange under the symbol TSI. The Fund commenced operations on March 5, 1987. The Funds investment objective is to seek a total return comprised of current income and capital appreciation by investing in convertible securities, marketable equity securities, investment-grade debt securities, high-yield debt securities, options, securities issued or guaranteed by the United States Government, its agencies and instrumentalities (U.S. Government Securities), repurchase agreements, mortgage related securities, asset-backed securities, money market securities and other securities without limit believed by the Funds investment advisor to be consistent with the Funds investment objective. TCW Investment Management Company (the Advisor) is the Investment Advisor to the Fund and is registered under the Investment Advisors Act of 1940.
The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America.
Security Valuation: Securities traded on national exchanges are valued at the last reported sales price or the mean of the current bid and asked prices if there are no sales in the trading period. Other securities which are traded on the over-the-counter market are valued at the mean of the current bid and asked prices. Short-term debt securities with maturities of 60 days or less at the time of purchase are valued at amortized cost. Other short-term debt securities are valued on a mark-to-market basis until such time as they reach a remaining maturity of 60 days, where upon they will be valued at amortized value using their value of the 61st day prior to maturity.
The Fund invests in asset-backed securities and collateralized debt obligations securities, which are valued based on prices supplied by dealers who make markets in such securities. However, such markets have become illiquid, and therefore, the value of these securities may differ from the realized values had a liquid market existed for these investments, and the differences could be material. At June 30, 2009, the total value of these securities amount to $1,101,622 or 0.6% of the Funds net assets.
The Fund invests a portion of its assets in below-investment grade debt securities, including asset-backed securities and collateralized debt obligations. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults. Recent instability in the markets for fixed-income securities, particularly securities with sub-prime exposure, has resulted in increased volatility of market prices and periods of illiquidity that have adversely impacted the valuation of certain securities held by the Fund.
Securities for which market quotations are not readily available, including circumstances under which it is determined by the Advisor that sale or mean prices are not reflective of a securitys market value, are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Funds Board of Directors. At June 30, 2009, thirteen securities were fair valued at $318,949 or 0.2% of the Funds net assets.
20
TCW Strategic Income Fund, Inc.
June 30, 2009 |
The Fund adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157), effective January 1, 2008. FAS 157 defines fair values as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk for example, the risk inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.
Level 1 quoted prices in active markets for identical investments
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The Fund also adopted FASB Staff Position No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4), effective January 1, 2009. FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance for identifying circumstances that indicate a transaction is not orderly.
21
TCW Strategic Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued) |
Note 1 Significant Accounting Policies: (Continued)
The following is a summary of the inputs used as of June 30, 2009 in valuing the Funds investments:
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | ||||||||
Fixed Income Securities |
||||||||||||
Asset Backed Securities |
$ | | $ | | $ | 245,315 | $ | 245,315 | ||||
Collateralized Debt Obligations |
| | 856,307 | 856,307 | ||||||||
Collateralized Mortgage Obligations |
||||||||||||
Private Mortgage-Backed Securities |
| 125,753,182 | | 125,753,182 | ||||||||
U.S. Government Agency Obligations |
| 99,581,024 | | 99,581,024 | ||||||||
Total Collateralized Mortgage Obligations |
| 225,334,206 | | 225,334,206 | ||||||||
Total Fixed Income Securities |
| 225,334,206 | 1,101,622 | 226,435,828 | ||||||||
Convertible Securities |
||||||||||||
Convertible Corporate Bonds |
||||||||||||
Banking |
| 1,471,489 | | 1,471,489 | ||||||||
Commercial Services |
| 685,512 | | 685,512 | ||||||||
Communications |
| 149,890 | | 149,890 | ||||||||
Electronics |
| 1,021,845 | | 1,021,845 | ||||||||
Healthcare Providers |
| 827,235 | | 827,235 | ||||||||
Medical Supplies |
| 280,800 | | 280,800 | ||||||||
Metals |
| 269,175 | | 269,175 | ||||||||
Oil & Gas |
| 1,283,249 | | 1,283,249 | ||||||||
Pharmaceuticals |
| 429,739 | | 429,739 | ||||||||
Real Estate |
| 1,837,609 | | 1,837,609 | ||||||||
Retailers |
| 127,575 | | 127,575 | ||||||||
Total Convertible Corporate Bonds |
| 8,384,118 | | 8,384,118 | ||||||||
Convertible Preferred Stocks |
||||||||||||
Commercial Services |
| 207,860 | | 207,860 | ||||||||
Electric Utilities |
705,045 | | | 705,045 | ||||||||
Financial Services |
160,557 | | | 160,557 | ||||||||
Food Products |
215,291 | | | 215,291 | ||||||||
Insurance |
623,307 | | | 623,307 | ||||||||
Media |
414,200 | | | 414,200 | ||||||||
Oil, Gas & Consumable Fuels |
540,480 | | | 540,480 | ||||||||
Pharmaceuticals |
284,262 | | | 284,262 | ||||||||
Road & Rail |
496,815 | | | 496,815 | ||||||||
Transportation |
726,316 | | | 726,316 | ||||||||
Total Convertible Preferred Stocks |
4,166,273 | 207,860 | | 4,374,133 | ||||||||
Total Convertible Securities |
4,166,273 | 8,591,978 | | 12,758,251 | ||||||||
22
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | ||||||||
Common Stock |
||||||||||||
Aerospace & Defense |
$ | 70,336 | $ | | $ | | $ | 70,336 | ||||
Capital Markets |
117,501 | | | 117,501 | ||||||||
Chemicals |
136,042 | | | 136,042 | ||||||||
Commercial Services & Supplies |
77,440 | | | 77,440 | ||||||||
Communications Equipment |
87,582 | | | 87,582 | ||||||||
Computers & Peripherals |
320,834 | | | 320,834 | ||||||||
Consumer Finance |
29,747 | | | 29,747 | ||||||||
Containers & Packaging |
129,438 | | | 129,438 | ||||||||
Diversified Consumer Services |
51,001 | | | 51,001 | ||||||||
Diversified Financial Services |
248,513 | | | 248,513 | ||||||||
Diversified Telecommunication Services |
349,349 | | | 349,349 | ||||||||
Electric Utilities |
934,933 | | | 934,933 | ||||||||
Electronic Equipment, Instruments & Components |
118,604 | | | 118,604 | ||||||||
Energy Equipment & Services |
61,948 | | | 61,948 | ||||||||
Food & Staples Retailing |
81,269 | | | 81,269 | ||||||||
Food Products |
268,429 | | | 268,429 | ||||||||
Health Care Equipment & Supplies |
66,620 | | | 66,620 | ||||||||
Health Care Providers & Services |
35,532 | | | 35,532 | ||||||||
Household Durables |
81,667 | | | 81,667 | ||||||||
Household Products |
165,155 | | | 165,155 | ||||||||
Industrial Conglomerates |
179,932 | | | 179,932 | ||||||||
Insurance |
165,391 | | | 165,391 | ||||||||
Leisure Equipment & Products |
107,375 | | | 107,375 | ||||||||
Life Sciences Tools & Services |
24,870 | | | 24,870 | ||||||||
Media |
253,559 | | | 253,559 | ||||||||
Metals & Mining |
78,985 | | | 78,985 | ||||||||
Oil, Gas & Consumable Fuels |
492,776 | | | 492,776 | ||||||||
Paper & Forest Products |
169,571 | | | 169,571 | ||||||||
Personal Products |
61,093 | | | 61,093 | ||||||||
Pharmaceuticals |
376,206 | | | 376,206 | ||||||||
Real Estate Investment Trusts (REITs) |
34,519 | | | 34,519 | ||||||||
Road & Rail |
10,389 | | | 10,389 | ||||||||
Semiconductors & Semiconductor Equipment |
225,199 | | | 225,199 | ||||||||
Software |
57,345 | | | 57,345 | ||||||||
Specialty Retail |
223,759 | | | 223,759 | ||||||||
Thrifts & Mortgage Finance |
70,982 | | | 70,982 | ||||||||
Total Common Stock |
5,963,891 | | | 5,963,891 | ||||||||
Total Investments |
10,130,164 | 233,926,184 | 1,101,622 | 245,157,970 | ||||||||
Short-Term Investment |
||||||||||||
Short-Term Investment |
| 7,026,548 | | 7,026,548 | ||||||||
Total |
$ | 10,130,164 | $ | 240,952,732 | $ | 1,101,622 | $ | 252,184,518 | ||||
23
TCW Strategic Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued) |
Note 1 Significant Accounting Policies: (Continued)
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:
Investments in |
Balance as of 12/31/08 |
Accrued Discounts (Premiums) |
Realized Gain/Loss and Change in Unrealized Appreciation/ Depreciation |
Net Purchases (Sales) |
Net Transfers in and/or Out of Level 3 |
Balance as of 06/30/09 |
Net Change in Unrealized Appreciation/ (Depreciation) from Investments Still Held as of 06/30/09 | ||||||||||||||||
Asset Backed Securities |
$ | 426,763 | $ | 0 | $ | 1,553,637 | $ | (1,735,085 | ) | $ | 0 | $ | 245,315 | $ | 12,235,248 | ||||||||
Collateralized Debt Obligations |
5,027,235 | 0 | (4,347,149 | ) | 176,221 | 0 | 856,307 | | |||||||||||||||
Total |
$ | 5,453,998 | $ | 0 | $ | (2,793,512 | ) | $ | (1,558,864 | ) | $ | 0 | $ | 1,101,622 | $ | 12,235,248 | |||||||
Security Transactions and Related Investment Income: Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, while interest income is recorded on the accrual basis. Discounts, including original issue discounts, and premiums on securities purchased are amortized using a constant yield-to-maturity method. Realized gains and losses on investments are recorded on the basis of specific identified cost.
For certain lower credit quality securitized assets that have contractual cash flows (primarily collateralized debt obligation) but the cash flows have changed based on an evaluation of current information, the estimated yield is adjusted on a prospective basis over the remaining life of the security.
Distributions: Distributions to shareholders are recorded on ex-dividend date. The Fund declares and pays, or reinvests, dividends quarterly based on the managed distribution plan adopted by the Funds Board of Directors. Under the Plan, the Fund will distribute a cash dividend equal to 7% of the Funds net asset value on an annualized basis. The distribution will be based on the Funds net asset value from the previous calendar year-end. The source for the dividend comes from net investment income and net realized capital gains measured on a fiscal year basis. Any portion of the distribution that exceeds income and capital gains will be treated as a return of capital. Under certain conditions, federal tax regulations cause some or all of the return of capital to be taxed as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may be primarily due to differing treatments for market discount and premium, losses recognized for defaults or write-off on structured debt, losses deferred due to wash sales and spillover distributions. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in-capital and may affect net investment income per share.
Repurchase Agreements: The Fund may invest in repurchase agreements secured by U.S. Government Securities. A repurchase agreement arises when the Fund purchases a security and simultaneously agrees to resell it to the seller at an agreed upon future date. The Fund requires the seller to maintain the value of the securities, marked to market daily, at not less than the repurchase price. If the seller defaults on its repurchase obligation, the Fund could suffer delays, collection expenses and losses to the extent that the proceeds from the sale of the collateral are less than the repurchase price.
24
TCW Strategic Income Fund, Inc.
June 30, 2009 |
Note 2 Federal Income Taxes:
It is the policy of the Fund to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required.
At June 30, 2009, net unrealized depreciation for federal income tax purposes is comprised of the following components:
Appreciated securities |
$ | 30,598,651 | ||
Depreciated securities |
(37,804,596 | ) | ||
Net unrealized depreciation |
$ | (7,205,945 | ) | |
Cost of securities for federal income tax purposes |
$ | 259,390,463 | ||
The Fund is subject to the provisions of FASB Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits at June 30, 2009, nor were there any increases or decreases in unrecognized tax benefits for the period then ended; and therefore no interest or penalties were accrued. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three and four fiscal years, respectively.
Note 3 Investment Advisory and Service Fees:
As compensation for the services rendered, facilities provided, and expenses borne, the Advisor is paid a monthly fee by the Fund computed at the annual rate of 0.75% of the first $100 million of the Funds average managed assets and 0.50% of the Funds average managed assets in excess of $100 million.
In addition to the management fees, the Fund reimburses, with approval by the Funds Board of Directors, a portion of the Advisors costs associated in support of the Funds Rule 38a-1 compliance obligations, which is included in the Statement of Operations.
Note 4 Purchases and Sales of Securities:
For the six months ended June 30, 2009, purchases and sales or maturities of investment securities (excluding short-term investments) aggregated $53,538,405 and $22,388,213, respectively, for non-U.S. Government Securities and aggregated $3,006,375 and $8,571,612, respectively, for U.S. Government Securities.
Note 5 Security Lending:
The Fund can lend securities to brokers. The brokers must provide collateral, which must be maintained at not less than 100% of the value of the loaned securities, to secure the obligation. The Fund receives income, net of broker fees, by investing the collateral. The Fund did not lend securities anytime during the six months ended June 30, 2009.
Note 6 Directors Fees:
Directors who are not affiliated with the Advisor received, as a group, fees and expenses of $42,470 from the Fund for the six months ended June 30, 2009. Certain Officers and/or Directors of the Fund are also Officers and/or Directors of the Advisor.
25
TCW Strategic Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued) |
Note 7 Restricted Securities:
The Fund is permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. There were no restricted securities (excluding Rule 144A issues) at June 30, 2009. However, certain 144A securities were deemed illiquid as of June 30, 2009 and therefore were considered restricted. Aggregate cost and fair value of such securities held at June 30, 2009 were as follows:
Aggregate Cost |
Aggregate Value |
Value as a Percentage of Funds Net Assets |
|||||||
Total of Restricted Securities |
$ | 7,037,504 | $ | 2,327,548 | 1.2 | % |
Note 8 Loan Outstanding:
The Fund is permitted to have borrowings for investment purposes. The Fund has entered into a line of credit agreement with The Bank of New York Mellon which permits the Fund to borrow up to $60 million at a rate, per annum, equal to the Federal Funds Rate plus 1.00%. The average daily loan balance during the period for which loans were outstanding amounted to $58,503,315, and the weighted average interest rate was 1.15%. Interest expense for the line of credit was $333,308 for the six months ended June 30, 2009. The maximum outstanding loan balance during the six months ended June 30, 2009 was $58,600,000 and is the same balance at June 30, 2009.
Note 9 Indemnifications:
Under the Funds organizational documents, its officers and Directors may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Fund. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. The Fund has not accrued any liability in connection with such indemnification.
Note 10 Subsequent Events:
In accordance with the provisions set forth in FASB SFAS No. 165 Subsequent Events, adopted by the Fund as of June 30, 2009, the Advisor has evaluated the possibility of subsequent events existing in the Funds financial statements through August 17, 2009. The Advisor has determined that there are no material events that would require disclosure in the Funds financial statement through this date.
26
TCW Strategic Income Fund, Inc.
Six Months Ended June 30, 2009 (Unaudited) |
Year Ended December 31, | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||||||
Net Asset Value Per Share, Beginning of Period |
$ | 3.64 | $ | 4.27 | $ | 5.60 | $ | 5.35 | $ | 5.78 | $ | 5.62 | ||||||||||||
Income from Operations: |
||||||||||||||||||||||||
Net Investment Income (1) |
0.43 | 0.52 | 0.38 | 0.30 | 0.21 | 0.20 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.06 | (0.77 | ) | (1.28 | ) | 0.33 | (0.25 | ) | 0.19 | |||||||||||||||
Total from Investment Operations |
0.49 | (0.25 | ) | (0.90 | ) | 0.63 | (0.04 | ) | 0.39 | |||||||||||||||
Less Distributions: |
||||||||||||||||||||||||
Distributions from Net Investment Income |
(0.13 | ) | (0.38 | ) | (0.43 | ) | (0.38 | ) | (0.40 | ) | (0.24 | ) | ||||||||||||
Capital Activity: |
||||||||||||||||||||||||
Impact to Capital for Shares Issued |
| | | | | | (2) | |||||||||||||||||
Impact to Capital for Shares Repurchased |
| | | | 0.01 | 0.01 | ||||||||||||||||||
Total From Capital Activity |
| | | | 0.01 | 0.01 | ||||||||||||||||||
Net Asset Value Per Share, End of Period |
$ | 4.00 | $ | 3.64 | $ | 4.27 | $ | 5.60 | $ | 5.35 | $ | 5.78 | ||||||||||||
Market Value Per Share, End of Period |
$ | 3.62 | $ | 3.07 | $ | 3.67 | $ | 5.11 | $ | 4.69 | $ | 5.36 | ||||||||||||
Total Investment Return (3) |
22.28 | % (4) | (6.32 | )% | (20.70 | )% | 17.50 | % | (5.17 | )% | 13.02 | % | ||||||||||||
Net Asset Value Total Return (5) |
13.58 | % (4) | (6.03 | )% | (16.54 | )% | 12.16 | % | (0.36 | )% | 7.23 | % | ||||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||||||
Net Assets, End of Period (in thousands) |
$ | 190,345 | $ | 173,408 | $ | 203,302 | $ | 266,518 | $ | 254,924 | $ | 280,873 | ||||||||||||
Ratio of Expenses Before Interest Expense to Average Net Assets |
1.18 | % (6) | 1.10 | % | 0.86 | % | 1.00 | % | 0.89 | % | 0.90 | % | ||||||||||||
Ratio of Interest Expense to Average Net Assets |
0.38 | % (6) | 0.65 | % | 0.32 | % | 0.55 | % | | % | | % | ||||||||||||
Ratio of Total Expenses to Average Net Assets |
1.56 | % (6) | 1.75 | % | 1.18 | % | 1.55 | % | 0.89 | % | 0.90 | % | ||||||||||||
Ratio of Net Investment Income to Average Net Assets |
23.16 | % (6) | 12.89 | % | 7.60 | % | 5.52 | % | 3.73 | % | 3.51 | % | ||||||||||||
Portfolio Turnover Rate |
13.31 | % (4) | 42.44 | % | 74.98 | % | 174.33 | % | 56.04 | % | 91.35 | % |
(1) | Computed using average shares outstanding throughout the period. |
(2) | Impact from reclassification of $114,359 from other accrued expenses to paid-in capital is less than $0.01. The Fund reclassified the amount in 2004 in that the estimated liabilities related to the Funds last rights offering are no longer required. |
(3) | Based on market price per share, adjusted for reinvestment of distributions. |
(4) | For the six months ended June 30, 2009 and not indicative of a full years results. |
(5) | Based on net asset value per share, adjusted for reinvestment of distributions. |
(6) | Annualized. |
See accompanying notes to financial statements.
27
TCW Strategic Income Fund, Inc.
Supplemental Information
The policies and procedures that the Fund uses to determine how to vote proxies are available without charge. The Board of Directors of the Fund has delegated the Funds proxy voting authority to the Advisor.
Disclosure of Proxy Voting Guidelines
The proxy voting guidelines of the Advisor are available:
1. | By calling 1-(877) 829-4768 to obtain a hard copy; or |
2. | By going to the SEC website at http://www.sec.gov. |
When the Fund receives a request for a description of the Advisors proxy voting guidelines, it will be sent out via first class mail (or other means designed to ensure equally prompt delivery) within three business days of receiving the request.
The Advisor, on behalf of the Fund, must prepare and file Form N-PX with the SEC not later than August 31 of each year, which must include the Funds proxy voting record for the most recent twelve-month period ended June 30 of that year. The Funds proxy voting record for the most recent twelve-month period ended June 30 is available:
1. | By calling 1-(877) 829-4768 to obtain a hard copy; or |
2. | By going to the SEC website at http://www.sec.gov. |
When the Fund receives a request for the Funds proxy voting record, it will send the information disclosed in the Funds most recently filed report on Form N-PX via first class mail (or other means designed to ensure equally prompt delivery) within three business days of receiving the request. The Fund also discloses its proxy voting record on its website as soon as is reasonably practicable after its report on Form N-PX is filed with the SEC.
Availability of Quarterly Portfolio Schedule
The Fund files a complete schedule of its portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form N-Q. The Form N-Q is available by calling 1-(877)829-4768 to obtain a hard copy. You may also obtain the Funds Form N-Q:
1. | By going to the SEC website at http://www.sec.gov.; or |
2. | By visiting the SECs Public Reference Room in Washington, D.C. and photocopying it (Phone 1-800-SEC-0330 for information on the operation of the SECs Public Reference Room). |
Corporate Governance Listing Standards
In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Funds Annual CEO Certification certifying compliance with NYSEs Corporate Governance Listing Standards was submitted to the Exchange on October 30, 2008.
28
TCW Strategic Income Fund, Inc.
|
TCW Strategic Income Fund, Inc. (the Fund) and TCW Investment Management Company (the Advisor) are parties to an Investment Advisory and Management Agreement (Advisory Agreement), pursuant to which the Advisor is responsible for managing the investments of the Fund. At a meeting held on June 11, 2009, the Board of Directors of the Fund (the Board) re-approved the Advisory Agreement for an additional one-year period. The Advisor provided materials to the Board for its evaluation in response to information requested by the Independent Directors who were advised by independent legal counsel with respect to these and other relevant matters. Discussed below are the factors considered by the Board in approving the Advisory Agreement. This discussion is not intended to be all-inclusive. The Board reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings. The approval determination was made on the basis of each Directors business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.
In evaluating the Advisory Agreement, the Board of Directors, including the Independent Directors, considered the following factors, among others:
| Nature, Extent and Quality of Services. The Board considered the general nature, extent, and quality of services provided and expected to be provided by the Advisor. They evaluated the Advisors experience in serving as manager of the Fund and considered the benefits to shareholders of investing in a fund complex that is served by a large organization which also serves a variety of other investment advisory clients, including separate accounts, other pooled investment vehicles, registered investment companies, commingled funds and collective trusts. The Board also considered the ability of the Advisor to provide appropriate levels of support and resources to the Fund. The Board noted the background and experience of the senior management and portfolio management personnel of the Advisor, and that the expertise and amounts of attention provided and expected to be given to the Fund by the Advisor is substantial. The Board considered the ability of the Advisor to attract and retain qualified business professionals and its compensation program and the low turnover of portfolio management personnel. They also considered the breadth of the compliance programs of the Advisor, as well as the compliance operations with respect to the Fund. The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided and anticipated to be provided to the Fund by the Advisor under the Advisory Agreement. |
| Investment Performance. The Board was provided with a report prepared by Morningstar Associates LLC, an independent third party consultant (the Report), which provided a comparative analysis of the performance of the Fund to similar funds, including the short- and long-term performance of the Fund. The Board reviewed information in the Report regarding the performance of the Fund as compared to other funds in its peer group (a group of 11 funds) and its fund category (a group of 21 funds), and considered the rankings given the Fund in the Report. They noted that although the Fund performed below its category median for the three-, five- and 10 year periods ended December 31, 2008, it outperformed its peer group and category medians in 2008, ranking in the first quartile. The Board also considered the impact on historical performance information of performance data for the highly unusual market conditions during 2008. They concluded that the Advisor should continue to provide acceptable investment management services to the Fund consistent with its objectives and strategy. |
29
TCW Strategic Income Fund, Inc.
Approval of Advisory and Management Agreement (Continued) |
| Advisory Fees, Expenses and Profitability. The Board considered information in the Report and in materials prepared by the Advisor regarding the advisory fees charged to the Fund, advisory fees paid by other funds in the Funds third party consultant category and advisory fees charged under other investment advisory contracts with the Advisor for other registered investment companies. The Board noted that the advisory fee charged by the Advisor is at the median of advisory fees charged by other investment advisors to similar funds. In addition, the Board noted that the Advisor does not manage any separate accounts with a strategy substantially similar to the current strategy of the Fund. |
The Board also considered information in the Report regarding the Funds total expenses in 2008, and noted that the total expenses of the Fund (excluding interest expense) were slightly below the median for its category and well below the median for its fund peer group. They also considered the cost of services to be provided and profits to be realized by the Advisor and its affiliates from their relationship with the Fund, recognizing the difficulty in evaluating a managers profitability with respect to the funds it manages in the context of a manager with multiple lines of business and noting that other profitability methodologies may also be reasonable. The Board concluded that the contractual management fee of the Fund under the Advisory Agreement is fair and bears a reasonable relationship to the services rendered.
| Economies of Scale. The Board considered the potential of the Advisor to experience economies of scale as the Fund grows in size. They noted that, as a closed-end fund, there is limited potential for the Fund to experience significant asset growth other than through capital appreciation and income production. The Board noted the Advisory Agreement has a fee breakpoint and that the overall fee charged to the Fund is reasonable and concluded that the current fee structure reflected in the Advisory Agreement is appropriate. |
| Ancillary Benefits. The Board considered ancillary benefits to be received by the Advisor and its affiliates as a result of the relationship of the Advisor with the Fund, including compensation for certain compliance support services. They noted that, in addition to the fees the Advisor received under the Advisory Agreement, the Advisor could receive additional benefits in connection with management of the Fund in the form of reports, research and other services obtainable from brokers and their affiliates in return for brokerage commissions paid to such brokers. The Board concluded that any potential benefits to be derived by the Advisor from its relationship with the Fund are consistent with the services provided by the Advisor to the Fund. |
After consideration of the factors described above and other matters, the Board approved the renewal of the Advisory Agreement for an additional one year period.
30
TCW Strategic Income Fund, Inc.
865 South Figueroa Street
Los Angeles, California 90017
866 227 8179
www.tcw.com
Investment Advisor
TCW Investment Management Company
865 South Figueroa Street
Los Angeles, California 90017
Transfer Agent, Dividend Reinvestment and
Disbursement Agent and Registrar
BNY Mellon Shareowner Services
P.O. Box #35835
Pittsburgh, Pennsylvania 15252
Independent Registered Public Accounting Firm
Deloitte & Touche, LLP
350 South Grand Avenue
Los Angeles, California 90071
Custodian & Administrator
State Street Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Legal Counsel
Dechert LLP
1775 Eye Street N.W.
Washington, D.C. 20006
Directors
Charles W. Baldiswieler
Director
Samuel P. Bell
Director
Richard W. Call
Director
David S. DeVito
Director, Treasurer and Chief Financial Officer
Matthew K. Fong
Director
John A. Gavin
Director
Patrick C. Haden
Chairman
Charles A. Parker
Director
Officers
Ronald R. Redell
President and Chief Executive Officer
Jeffrey Gundlach
Senior Vice President and Portfolio Manager
Thomas D. Lyon
Senior Vice President
Hilary G.D. Lord
Senior Vice President, Chief Compliance Officer
Philip K. Holl
Secretary and Associate General Counsel
Michael E. Cahill
Senior Vice President, General Counsel and Assistant Secretary
Peter A. Brown
Senior Vice President
George N. Winn
Assistant Treasurer
TSIsrt9672 7/8/09
Item 2. | Code of Ethics. Not applicable. |
Item 3. | Audit Committee Financial Expert. Not applicable. |
Item 4. | Principal Accountant Fees and Services. Not applicable. |
Item 5. | Audit of Committee of Listed Registrants. Not applicable. |
Item 6. | Schedule of Investments. Not Applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. |
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. Not applicable. |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. |
Item 10. | Submission of Matters to a vote of Security Holders. Not Applicable. |
Item 11. | Controls and Procedures. |
(a) | The Chief Executive Officer and Chief Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and 15d-15(b) under the Exchange Act. |
(b) | There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrants second fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a) | EX-99.CERT Section 302 Certifications (filed herewith). |
EX-99.906CERT Section 906 Certification (filed herewith).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | TCW Strategic Income Fund, Inc. | |||||
By | (Signature and Title) | |||||
/s/ Ronald R. Redell |
||||||
Ronald R. Redell | ||||||
Chief Executive Officer | ||||||
Date | August 25, 2009 | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | ||||||
By | (Signature and Title) | |||||
/s/ Ronald R. Redell |
||||||
Ronald R. Redell | ||||||
Chief Executive Officer | ||||||
Date | August 25, 2009 | |||||
By | (Signature and Title) | |||||
/s/ David S. DeVito |
||||||
David S. DeVito | ||||||
Chief Financial Officer | ||||||
Date | August 25, 2009 |
3